ALJ Regional Holdings, Inc. Commences Tender Offer to Purchase Up to
30,000,000 Shares of Its Common Stock

November 19, 2012 05:43 PM Eastern Standard Time

ASHLAND, Ky.--(BUSINESS WIRE)--November 19, 2012—ALJ Regional Holdings, Inc. (PINK: ALJJ) (the “Company”)
announced today that it intends to commence a modified “Dutch auction”
tender offer for up to 30,000,000 shares of its common stock at a price
per share not greater than $0.86 and not less than $0.84.

Under the tender offer, stockholders will have the opportunity to tender
some or all of their shares at a price within the $0.84 to $0.86 per
share price range. Based on the number of shares tendered and the prices
specified by the tendering stockholders, the Company will determine the
lowest per share price within the range that will enable the Company to
purchase 30,000,000 shares of its common stock or such lesser number of
shares that are properly tendered. If, based on the final purchase price
determined in the tender offer, more than 30,000,000 shares of common
stock are properly tendered and not properly withdrawn, then the Company
will purchase shares tendered by such stockholders at or below the per
share purchase price on a pro rata basis as specified in the
offer to purchase. The Company also reserves the right to purchase up to
an additional 2% of its common shares outstanding or reduce the number
of shares it is purchasing below 30,000,000, if necessary in order to
preserve its ability to use its net operating losses to offset federal
income taxes in the future, without amending or extending the tender
offer.

Stockholders whose shares are purchased in the offer will be paid the
determined purchase price per share net in cash, less applicable
withholding taxes and without interest, after the expiration of the
offer period. The offer is not contingent upon any minimum number of
shares being tendered, but is contingent upon the closing of the merger
announced today between KES Acquisition Company dba Kentucky
Electric Steel, the Company’s majority owned subsidiary, and KES Optima
Acquisition Inc., the wholly owned subsidiary of Optima Specialty Steel,
Inc. The merger involves several conditions to closing, including that
the buyer secure financing for the acquisition. The offer is subject to
a number of other terms and conditions specified in the offer to
purchase that is being distributed to stockholders. The offer will
expire at 12:00 midnight, New York City time, on December 24, 2012,
unless extended by the Company.

A stockholder holding substantially in excess of 5% of the Company’s
common stock has agreed to tender his shares in the tender offer and to
vote in favor of the merger. Jess Ravich, the Company’s Chairman, has
agreed not to tender any of his shares in the tender offer and to vote
in favor of the merger.

The information agent for the offer is AST Phoenix Advisors. None of the
Company, its board of directors or the information agent is making any
recommendation to stockholders as to whether to tender or refrain from
tendering their shares into the tender offer. Stockholders must decide
how many shares they will tender, if any, and the price within the
stated range at which they will offer their shares for purchase by the
Company.

This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of the
Company’s common stock. The offer is being made solely by the offer to
purchase and the related letter of transmittal. Investors are urged to
read the offer to purchase and the related letter of transmittal because
they contain important information. Investors may obtain each of these
documents for free from AST Phoenix Advisors, the information agent for
the tender offer, by directing such request to: AST Phoenix Advisors,
110 Wall Street, 27th Floor, New York, NY 10005, (877) 478-5038.

For further information regarding the merger announced today between KES
Acquisition Company dba Kentucky Electric Steel, the Company’s
majority owned subsidiary, and KES Optima Acquisition Inc., the wholly
owned subsidiary of Optima Specialty Steel, Inc., investors are urged to
read the Company’s current report dated November 18, 2012 posted at www.pinksheets.com
and at www.aljregionalholdings.com.